Aureus Greenway Holdings Inc美股招股说明书(2025-02-13版)

This is an initial public offering of Aureus Greenway Holdings Inc, a Nevada corporation (the “Company”) on afirm commitment basis of 3,000,000 shares of our common stock, par value $0.001 per share, and an additional750,000 shares of our common stock, par value $0.001 per share, held by certain Selling Stockholders. We are areporting company under section 15(d) of the United States Securities Exchange Act of 1934, as amended (the“Exchange Act”). We will not receive any proceeds from the sale of common stock by the Selling Stockholders. Theinitial public offering price is $4.00 per share. The shares of common stock offered in this prospectus are shares of Aureus Greenway Holdings Inc., a Nevadaholding company, which has no material operations of its own and conducts substantially all of its operationsthrough its operating entities in the United States. For a description of our corporate structure, see “CorporateHistory and Structure” beginning on page 64. Our corporate structure involves unique risks to investors. See “RiskFactors – Risks Related to Our Corporate Structure”. Our shares of common stock have been approved for listing on the Nasdaq Capital Market (“Nasdaq”) under thesymbol “AGH.” As of the date of this prospectus, the Company is authorized to issue 500,000,000 shares of capital stock, consistingof 450,000,000 shares of common stock, par value $0.001 per share, and 50,000,000 shares of preferred stock, parvalue $0.001. 20,000,000 shares of our preferred stock are designated into shares of series A preferred stock (the“Series A Preferred Stock”). Each share of our common stock is entitled to one vote, and each share of Series APreferred Stock is entitled to twenty (20) votes on any matter on which action of the stockholders of the corporationis sought, respectively. Shares of our Series A Preferred Stock vote together with shares of our common stock.Shares of our common stock and Series A Preferred Stock are not convertible into each other. Holders of Series APreferred Stock are not entitled to receive dividends. Additionally, we are, and following the completion of this offering, will continue to be a “controlled company” asdefined under Nasdaq Marketplace Rules 5615(c). This “controlled company” status is due to the fact that AceChampion Investments Limited, Trendy View Assets Management, and Chrome Fields Asset Management LLC,each of which is controlled in part by Mr. S. Cheung our designated executive director, Mr. Y. C. Cheung and Ms.C. Lee, and Mr. C. P. Cheung our executive director, respectively beneficially own Series A Preferred Stock andcommon stock of the Company and will each be able to exercise 49.2%, 9.6%, and 39.4% of our voting power andwill be able to determine all matters requiring approval by our stockholders, immediately after the consummation ofthis offering, after the sale of 3,000,000 and 750,000 shares of common stock by us and the Selling Stockholdersrespectively. For further information, see “Principal and Selling Stockholders.” We do not intend to avail ourselvesof the corporate governance exemptions afforded to a “controlled company” under the Nasdaq Marketplace Rules. However, our decision not to rely on the “controlled company” exemption could change. See “Risk Factors” and“Management — Controlled Company.” We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the“JOBS Act”) and, as such, have elected to comply with certain reduced public company reporting requirements forthis prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging GrowthCompany.” Investing in our common stock involves significant risks.See “Risk Factors” beginning on page 9 to read aboutfactors you should consider before buying our common stock. (1)Based upon the public offering price at $4.00. (2) We have agreed to pay the underwriter a fee equal to 7.0% of the gross proceeds of the offering. This table doesnot include a non-accountable expense allowance equal to 1.0% of the gross proceeds of this offering payableto the underwriter. For a description of the other compensation to be received by the underwriter. See“Underwriting” for additional disclosure regarding underwriting compensation payable by us. (3) The total estimated fees and expenses related to this offering are set forth in the section entitled “Underwriting–- Discounts and Expenses”. (4)Includes $12,000,000 gross proceeds from the sale of 3,000,000 shares of common stock offered by ourCompany and $3,000,000 gross proceeds from the sale of 750,000 shares of our common stock offered by theSelling Stockholders. The underwriter is selling the shares of common stock in this offering on a firm-commitment basis. This prospectusalso relates to the sale of an aggregate of 750,000 shares of our common stock by the Selling Stockholders named inthis prospectus. Net proceeds will be delivered to us and the Selling Stockholders on the closing dat